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Program on Corporate Governance Advisory Board
- Peter Atkins
- David Bell
- Kerry E. Berchem
- Richard Brand
- Daniel Burch
- Paul Choi
- Jesse Cohn
- Arthur B. Crozier
- Renata J. Ferrari
- Andrew Freedman
- Ray Garcia
- Joseph Hall
- Jason M. Halper William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino
- Steven J. Williams
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
2013 Mid-Year Securities Litigation Update
Filing and Settlement Trends Filing and settlement trends continue to reflect “business as usual” for the plaintiffs’ bar—hundreds of suits and significant settlement values can be expected for the rest of 2013, based on results from the early half of the year. According to a recent study by NERA Economic Consulting, the annualized rate of […]
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Posted in Accounting & Disclosure, Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Class actions, Derivative actions, Disclosure, Merger litigation, SEC, Securities fraud, Securities litigation, Securities regulation, State law, Supreme Court, U.S. federal courts
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District Court Upholds SEC Conflict Minerals Rule
On July 23, 2013, the District Court for the District of Columbia upheld Rule 13p-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act“), which was promulgated by the Securities and Exchange Commission (the “SEC”) pursuant to Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act. Rule 13p-1 requires […]
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Posted in Accounting & Disclosure, Corporate Social Responsibility, Court Cases, Practitioner Publications, Securities Regulation
Tagged Corporate Social Responsibility, Disclosure, Dodd-Frank Act, Exchange Act, SEC, SEC rulemaking, Securities regulation, U.S. federal courts
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Strengthening Oversight of Broker-Dealers to Prevent Another Madoff
The facts surrounding Bernie Madoff’s unprecedented fraud are well-known. Through a Ponzi scheme, he stole untold billions over decades. What is not as well-appreciated is that during the vast majority of this time, he operated solely as a registered broker-dealer. This led to the inevitable conclusion that the regulatory framework for broker-dealer custody required urgent […]
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Posted in Accounting & Disclosure, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Accounting, Bernard Madoff, Broker-dealers, Compliance & ethics, Investment advisers, PCAOB, Reporting regulation, SEC, Securities regulation
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Sustainability Disclosure in Annual Reports and Proxy Statements
Public interest groups and socially responsive investors have been for decades pushing for increased sustainability (also known as environmental, social, and governance or ESG) disclosure by public companies. Surprisingly, many mainstream investors (in the United States and worldwide) are now joining the call for better and more uniform sustainability disclosure, arguing that such disclosure is […]
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Posted in Accounting & Disclosure, Corporate Elections & Voting, Corporate Social Responsibility, Practitioner Publications, Securities Regulation
Tagged Climate change, Corporate Social Responsibility, Environmental disclosure, Governance standards, Proxy materials, SEC, Securities regulation, Sustainability
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NYSE Eliminates 50% Quorum Requirement
On July 11, 2013, the Securities and Exchange Commission published a proposal by the New York Stock Exchange to amend Section 312.07 of the Listed Company Manual, which became effective immediately. Section 312.07 has been revised to remove the requirement that the total votes cast on proposals requiring shareholder approval under the NYSE rules must […]
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Posted in Corporate Elections & Voting, Practitioner Publications, Securities Regulation
Tagged Broker discretionary voting, Majority voting, NYSE, Proxy voting, Securities regulation, Shareholder voting
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The Small-Cap M&A Litigation Problem
With the recent proliferation of lawsuits challenging M&A transactions, it has become increasingly common for stockholders to challenge “small-cap” transactions. Historically, small transactions were not challenged in the absence of a direct conflict of interest, such as a management-led buyout. Unfortunately, stockholder litigation brought against small-cap M&A deals can significantly increase the cost of the […]
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Posted in Accounting & Disclosure, Boards of Directors, Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Attorneys' fees, Boards of Directors, Delaware cases, Delaware law, Disclosure, Management, Merger litigation, Shareholder suits
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2013 Mid-Year Securities Enforcement Update
I. Overview of the First Half of 2013 The first six months of 2013 represented a time of transition for the SEC’s enforcement program, with a new Chairman and new Co-Directors for the Division of Enforcement at the helm. It is too soon to predict exactly how they may reshape the program—in contrast with this […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Broker-dealers, Dodd-Frank Act, Financial reporting, Insider trading, Investment advisers, Pension funds, SEC, Securities enforcement, Securities regulation
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Investor Organizations Oppose Tightening of Canadian Disclosure Regime
The Managed Funds Association (“MFA”) and the Alternative Investment Management Association (“AIMA”) and have jointly submitted a comment letter with the Canadian Securities Administrators with respect to proposed changes to Canada’s block shareholder reporting regimes known in Canada as the Early Warning Reporting (“EWR”) system and the Alternative Monthly Reporting (“AMR”) system. The EWR and […]
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